The following terms and conditions and warranties shall constitute the whole of the contract between the Buyers and Guhring Limited (the Sellers) but they shall also apply to any deliveries made through the agency of any company associated with the Sellers.
The measurements dimensions weights contained in the Sellers catalogue constitute only an approximate guide. The Sellers reserve the right to make any changes which they in their absolute discretion consider necessary.
Unless the Buyers give notice in writing to the Sellers or their Agents of any defects (other than defects caused by damage in transit) complained of in any goods within 14 days of receiving the same, the Buyer shall be deemed to accept such goods as having been delivered in all respects in accordance with contract and shall have no further right to reject such goods or recover any compensation therefor. Where defects are caused by damage in transit such 14 days shall be abridged to 3 days only from receipt of the goods by the Buyer. The aforementioned notice in writing shall have no effect unless it specifies the alleged defects and the Sellers are given a reasonable opportunity of inspecting the same.
The limit of the Seller’s liability hereunder for any breach of the terms of this contract whether as damages or otherwise shall be the contract price of undelivered, defective or rejected goods.
If any goods sold shall have been subjected to any process of manufacture after delivery by the Sellers then the Buyers shall be deemed to have accepted such goods as being in all respects in accordance with contract.
Unless otherwise agreed between the parties in writing all prices shall be deemed to be net ex works excluding packing. All additional charges such as the cost of carriage, insurance, fees for export, transit import and other permits and certificates and all taxes and customs duties, shall be borne by the Buyers.
The Sellers reserve the right to raise the price if before delivery of the goods the wage rates or price of raw materials increase.
If the Buyers do not receive any invoiced goods within 10 days of invoice, they shall immediately notify in writing the Sellers of such nonreceipt. Should the Buyers fail so to notify the Seller, the Sellers shall not be liable for non-delivery of the goods and the Buyers shall be liable to the Sellers for any loss or damage they may suffer in consequence of the resultant omission to notify their carriers or insurers of the nonarrival of the goods.
The Sellers shall have no liability to the Buyers in the event of nondelivery or delay in delivery of the whole or any portion of the goods caused directly or indirectly by, Act of God, elements, War, Act of Government, Strikes or lockouts, fire, breakdown of machinery, non delivery or delay in delivery by the Seller’s suppliers of the goods or materials required therefor, failure of the Sellers’ contractors to execute or their delay in executing any work on the goods, or any other cause (whether or not ejusdem generis to the foregoing) beyond the Seller’s complete control. In the event of any delay in delivery due to any of the aforesaid causes the time for delivery shall be extended to the extent of the delay caused though if such time exceeds 6 months the Sellers may cancel the undelivered portion of the Contract by notice in writing.
In the case of goods ordered by the Buyers to be delivered when required by the Buyers the said goods must be delivered within 12 months after the date of the Sellers’ Acknowledgement of Order, failing which the Sellers may cancel the undelivered portion of the Contract by notice in writing.
A minimum order value of £25.00 applies. In the event that an order is below the £25.00 net value then a £5.00 administration charge will be levied.
Delivery dates in any contract are not essential and the Sellers shall be entitled to deliver within 60 days after such dates.
Payment for goods and services supplied shall be made in full no later than the last day of the month following the month of invoice.
Each delivery shall operate as a separate contract. Should the Buyers fail to pay on the due date the price of any delivery the Sellers shall be entitled to suspend further deliveries until payment or to vary by notice in writing of immediate effect the terms if any as to credit specified in the Order or in any other contract subsisting between the Sellers and the Buyers or any company associated with or subsidiary thereto in such manner as they may in their absolute discretion determine or treat the contract as wrongfully repudiated by the Buyers without prejudice to the their right to payment for any goods delivered and to damages for the Buyers’ breach of contract. The Sellers shall be entitled to interest on any unpaid purchase price from due date until payment at the rate of 2% over the bank rate of Lloyds TSB Bank plc prevailing during such period.
The Buyers shall not withhold or reduce payments on account of complaints or of claims not accepted by the Sellers in writing.
The Sellers shall retain ownership of the goods supplied until payment in full has been received by them. The Buyers shall take all necessary measures for the protection of the goods.
Furthermore the property in the Goods shall not pass to the Buyer unless and until the full price of any other delivered goods the subject of any other business transactions between the Buyer and the Seller has been paid. Such price and the price of the Goods shall hereinafter together be called “the value” and shall where the contract so permits include in addition thereto any costs of repossession incurred pursuant to paragraph (i) of Clause (c) hereof.
Until the value has been received by the Seller the Buyer will hold the Goods as bailee on behalf of the Seller and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the Goods between the Buyer and the Seller. Subject thereto:
The Seller may, at any time if payment is overdue in whole or in part without prejudice to any other right arising pursuant to our consequent upon this Agreement, for the purpose of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Seller in connection with such recovery shall be paid by the Buyer;
It is declared for the avoidance of doubt without prejudice to the generality of the foregoing that the Seller may recover the Goods and payment shall become due if:-
The Buyer does or fails to do anything which would entitle an Administrator or Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer; and/or
The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof; and/or
The Buyer if an individual has a Bankruptcy Order made against it or enters into any arrangement for the benefit of its creditors generally.
Unless the Buyers give notice in writing to the Sellers prior to the Sellers confirming their order of the purpose for which the goods are required, the Sellers shall be deemed not to know such purpose.
If the Buyers become insolvent or are subject to a Receiving Order or being a Limited Company pass into liquidation, administration or administrative receivership (except for the purposes of reconstruction or amalgamation) the contract shall thereupon determine without prejudice to the Sellers’ right to payment of the price of delivered goods and any damage they might suffer in consequence of such determination notwithstanding that such determination may have been implemented by the Sellers.
The rights of the Sellers shall not be prejudiced or restricted by any indulgence or forebearance extended to the Buyers, and no waiver of any breach shall operate as a waiver of any subsequent breach.
This Contract shall be construed in accordance with the Laws of England, and the Courts of England shall have non exclusive jurisdiction thereover.
No variation of these terms shall bind the Sellers unless it is confirmed by the Sellers in writing under the hand of a Director of the Sellers and, in particular, no Agent of the Company shall have the power to vary these Conditions unless such variation is confirmed as aforesaid.
